June 6, 2005

      Mail Stop 0409

Mr. Don Axent
President
Tao Minerals, Ltd.
80 S Court Street
Thunder Bay, Ontario
Canada P7B 2X4


Re:	Tao Minerals, Ltd.
      Amendment No. 2 to Form SB-2
      Filed on May 24, 2005
      File No. 333-123560

Dear Mr. Axent:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

      All page numbers refer to the marked courtesy copy of the
registration statement that you provided to us.








Form SB-2

General

1. We note your response to comment 1 in our prior letter dated
May
16, 2005.  Please revise to omit the references to "development
stage" on pages F-2 and F-4.

Risk Factors, page 5

2. We note your response to comment 6 in our prior letter and your
disclosure on page 24.  Please revise to include a risk factor
that
discusses the fact that you have not entered into any verbal or
written agreement with a qualified engineer.  In this regard,
please
omit any mitigating language in the risk factor regarding Mr.
Timmins` indication that he is prepared to oversee your
exploration
program.

If We Do Not Obtain Additional Financing, Our Business Will Fail,
page 5
3. Please indicate the cash available to you as of the most recent
practicable date.

4. We note your response to comment 5 in our prior letter.  Please
revise the risk factor to note that you will require additional
funding in order to cover your anticipated professional fees and
general administrative expenses.  Also, please note whether you
will
have to delay phase one if you do not receive additional funding
to
pay your professional fees and general administrative expenses.
Plan of Operations, page 24
5. We note your response to comment 8 in our prior letter.  Please
revise to clarify that you will make a decision on whether to
proceed
with each successive step or milestone upon completion of the
previous step or milestone and on the analysis of the results of
that
prior step.  Further, please revise to describe your plan of
operations in the event that by mid-September you receive the
results
of the sample analysis and it does not contain significant
mineralization.  In addition, please revise to describe your plan
of
operations in the event that the geophysical study does not reveal
significant mineralization.
Financial Statements
6. Please provide updated financial statements in your next
amendment
to comply with the requirements of Item 310(g) of Regulation S-B.


      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Jamie Webster, Accountant, at (202) 551-3446
or
Dan Gordon, Accounting Branch Chief, at (202) 551-3486 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact David Roberts, Staff Attorney, at (202)
551-
3856 or the undersigned at (202) 551-3411 with any other
questions.

      Sincerely,



      Peggy Kim
      Senior Counsel

cc:	Greg Jaclin, Esq. (via facsimile)


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Don Axent
Tao Minerals, Ltd.
June 6, 2005
Page 1